Case 3:21-cv-00538-N Document 26-31 Filed 06/09/21 Page 1 of 344 PageID 10978 UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEXAS, DALLAS DIVISION In Re: Highland Capital Management, L.P § Case No. 19-34054-SGJ-11 Highland Capital Management Fund Advisors, L.P. et al § Appellant § vs. § Highland Capital Management, L.P., § 3:21-CV-00538-N Appellee § [1943] Order confirming the fifth amended chapter 11 plan, Entered on 2/22/2021 . APPELLANT RECORD VOLUME 31 Case 3:21-cv-00538-N Document 26-31 Filed 06/09/21 Page 2 of 344 PageID 10979 Case 3:21-cv-00538-N Document 26-31 Filed 06/09/21 Page 3 of 344 PageID 10980 Case 3:21-cv-00538-N Document 26-31 Filed 06/09/21 Page 4 of 344 PageID 10981 Case 3:21-cv-00538-N Document 26-31 Filed 06/09/21 Page 5 of 344 PageID 10982 Case 19-34054-sgj11 Doc 1822-44 Filed 01/22/21 Entered 01/22/21 21:50:07 Page 1 of Case 3:21-cv-00538-N Document 26-31 Filed26 06/09/21 Page 6 of 344 PageID 10983 EXHIBIT 55 008136 Case 19-34054-sgj11 Doc 1822-44 Filed 01/22/21 Entered 01/22/21 21:50:07 Page 2 of Case 3:21-cv-00538-N Document 26-31 Filed26 06/09/21 Page 7 of 344 PageID 10984 008137 Case 19-34054-sgj11 Doc 1822-44 Filed 01/22/21 Entered 01/22/21 21:50:07 Page 3 of Case 3:21-cv-00538-N Document 26-31 Filed26 06/09/21 Page 8 of 344 PageID 10985 008138 Case 19-34054-sgj11 Doc 1822-44 Filed 01/22/21 Entered 01/22/21 21:50:07 Page 4 of Case 3:21-cv-00538-N Document 26-31 Filed26 06/09/21 Page 9 of 344 PageID 10986 008139 Case 19-34054-sgj11 Doc 1822-44 Filed 01/22/21 Entered 01/22/21 21:50:07 Page 5 of Case 3:21-cv-00538-N Document 26-31 Filed26 06/09/21 Page 10 of 344 PageID 10987 008140 Case 19-34054-sgj11 Doc 1822-44 Filed 01/22/21 Entered 01/22/21 21:50:07 Page 6 of Case 3:21-cv-00538-N Document 26-31 Filed26 06/09/21 Page 11 of 344 PageID 10988 008141 Case 19-34054-sgj11 Doc 1822-44 Filed 01/22/21 Entered 01/22/21 21:50:07 Page 7 of Case 3:21-cv-00538-N Document 26-31 Filed26 06/09/21 Page 12 of 344 PageID 10989 008142 Case 19-34054-sgj11 Doc 1822-44 Filed 01/22/21 Entered 01/22/21 21:50:07 Page 8 of Case 3:21-cv-00538-N Document 26-31 Filed26 06/09/21 Page 13 of 344 PageID 10990 008143 Case 19-34054-sgj11 Doc 1822-44 Filed 01/22/21 Entered 01/22/21 21:50:07 Page 9 of Case 3:21-cv-00538-N Document 26-31 Filed26 06/09/21 Page 14 of 344 PageID 10991 008144 Case 19-34054-sgj11 Doc 1822-44 Filed 01/22/21 Entered 01/22/21 21:50:07 Page 10 of Case 3:21-cv-00538-N Document 26-31 Filed 26 06/09/21 Page 15 of 344 PageID 10992 008145 Case 19-34054-sgj11 Doc 1822-44 Filed 01/22/21 Entered 01/22/21 21:50:07 Page 11 of Case 3:21-cv-00538-N Document 26-31 Filed 26 06/09/21 Page 16 of 344 PageID 10993 008146 Case 19-34054-sgj11 Doc 1822-44 Filed 01/22/21 Entered 01/22/21 21:50:07 Page 12 of Case 3:21-cv-00538-N Document 26-31 Filed 26 06/09/21 Page 17 of 344 PageID 10994 008147 Case 19-34054-sgj11 Doc 1822-44 Filed 01/22/21 Entered 01/22/21 21:50:07 Page 13 of Case 3:21-cv-00538-N Document 26-31 Filed 26 06/09/21 Page 18 of 344 PageID 10995 008148 Case 19-34054-sgj11 Doc 1822-44 Filed 01/22/21 Entered 01/22/21 21:50:07 Page 14 of Case 3:21-cv-00538-N Document 26-31 Filed 26 06/09/21 Page 19 of 344 PageID 10996 008149 Case 19-34054-sgj11 Doc 1822-44 Filed 01/22/21 Entered 01/22/21 21:50:07 Page 15 of Case 3:21-cv-00538-N Document 26-31 Filed 26 06/09/21 Page 20 of 344 PageID 10997 008150 Case 19-34054-sgj11 Doc 1822-44 Filed 01/22/21 Entered 01/22/21 21:50:07 Page 16 of Case 3:21-cv-00538-N Document 26-31 Filed 26 06/09/21 Page 21 of 344 PageID 10998 008151 Case 19-34054-sgj11 Doc 1822-44 Filed 01/22/21 Entered 01/22/21 21:50:07 Page 17 of Case 3:21-cv-00538-N Document 26-31 Filed 26 06/09/21 Page 22 of 344 PageID 10999 008152 Case 19-34054-sgj11 Doc 1822-44 Filed 01/22/21 Entered 01/22/21 21:50:07 Page 18 of Case 3:21-cv-00538-N Document 26-31 Filed 26 06/09/21 Page 23 of 344 PageID 11000 008153 Case 19-34054-sgj11 Doc 1822-44 Filed 01/22/21 Entered 01/22/21 21:50:07 Page 19 of Case 3:21-cv-00538-N Document 26-31 Filed 26 06/09/21 Page 24 of 344 PageID 11001 008154 Case 19-34054-sgj11 Doc 1822-44 Filed 01/22/21 Entered 01/22/21 21:50:07 Page 20 of Case 3:21-cv-00538-N Document 26-31 Filed 26 06/09/21 Page 25 of 344 PageID 11002 008155 Case 19-34054-sgj11 Doc 1822-44 Filed 01/22/21 Entered 01/22/21 21:50:07 Page 21 of Case 3:21-cv-00538-N Document 26-31 Filed 26 06/09/21 Page 26 of 344 PageID 11003 008156 Case 19-34054-sgj11 Doc 1822-44 Filed 01/22/21 Entered 01/22/21 21:50:07 Page 22 of Case 3:21-cv-00538-N Document 26-31 Filed 26 06/09/21 Page 27 of 344 PageID 11004 008157 Case 19-34054-sgj11 Doc 1822-44 Filed 01/22/21 Entered 01/22/21 21:50:07 Page 23 of Case 3:21-cv-00538-N Document 26-31 Filed 26 06/09/21 Page 28 of 344 PageID 11005 008158 Case 19-34054-sgj11 Doc 1822-44 Filed 01/22/21 Entered 01/22/21 21:50:07 Page 24 of Case 3:21-cv-00538-N Document 26-31 Filed 26 06/09/21 Page 29 of 344 PageID 11006 008159 Case 19-34054-sgj11 Doc 1822-44 Filed 01/22/21 Entered 01/22/21 21:50:07 Page 25 of Case 3:21-cv-00538-N Document 26-31 Filed 26 06/09/21 Page 30 of 344 PageID 11007 008160 Case 19-34054-sgj11 Doc 1822-44 Filed 01/22/21 Entered 01/22/21 21:50:07 Page 26 of Case 3:21-cv-00538-N Document 26-31 Filed 26 06/09/21 Page 31 of 344 PageID 11008 008161 Case 19-34054-sgj11 Doc 1822-45 Filed 01/22/21 Entered 01/22/21 21:50:07 Page 1 of 9 Case 3:21-cv-00538-N Document 26-31 Filed 06/09/21 Page 32 of 344 PageID 11009 EXHIBIT 66 008162 Case 19-34054-sgj11 Doc 1822-45 Filed 01/22/21 Entered 01/22/21 21:50:07 Page 2 of 9 Case 3:21-cv-00538-N Document 26-31 Filed 06/09/21 Page 33 of 344 PageID 11010 EXECUTION COPY RED RIVER CLO LTD. Issuer RED RIVER CLO CORP. Co-Issuer AND HIGHLAND CAPITAL MANAGEMENT, L.P. Servicer AMENDMENT NO. 1 TO SERVICING AGREEMENT Dated as of October 2, 2007 _________________________________________________________ COLLATERALIZED DEBT OBLIGATIONS _________________________________________________________ OHS West:+1-228-699-6335 008163 Case 19-34054-sgj11 Doc 1822-45 Filed 01/22/21 Entered 01/22/21 21:50:07 Page 3 of 9 Case 3:21-cv-00538-N Document 26-31 Filed 06/09/21 Page 34 of 344 PageID 11011 THIS AMENDMENT NO. 1 TO SERVICING AGREEMENT (the “Amendment”), dated as of October 2, 2007, among Red River CLO Ltd. (the “Issuer”), Red River CLO Corp. (the “Co-Issuer”) and Highland Capital Management, L.P. (the “Servicer”), hereby amends the Servicing Agreement, dated as August 3, 2006, among the Issuer, the Co-Issuer and the Servicer. WITNESSETH WHEREAS, the Issuer, the Co-Issuer and the Servicer entered into the Servicing Agreement; WHEREAS, the Issuers and the Servicer desire to change certain provisions with respect to the Servicer’s ability to waive certain Servicing Fees; WHEREAS, Section 19 of the Servicing Agreement provides that the Servicing Agreement may be amended by the Issuer, Co-Issuer and the Servicer in accordance with the terms of Section 15.1(h) of the Indenture; WHEREAS, Section 15.1(h) of the Indenture provides that the Servicing Agreement may be amended by the Issuer, Co-Issuer and the Servicer with the consent of Majority of each Class of Notes or a Majority of the Preference Shares have not objected in writing to such amendment; WHEREAS, the necessary consents pursuant to the preceding paragraph have been obtained; WHEREAS, Section 15.1(h) of the Indenture provides that the Ratings Agencies shall confirm that this Amendment to the Indenture will not cause the rating of any Class of Notes to be reduced or withdrawn; and WHEREAS, the Ratings Agencies have confirmed that this Amendment to the Indenture will not cause the rating of any Class of Notes to be reduced or withdrawn. NOW, THEREFORE, the parties hereto agree as follows: SECTION 1. Defined Terms. For purposes of this Amendment, all capitalized terms which are used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Indenture. SECTION 2. Amendment. Section 8(a) of the Servicing Agreement is hereby amended and replaced in its entirety with the following: 8. Compensation. (a) The Issuer shall pay to the Servicer, for services rendered and performance of its obligations under this Agreement, the Servicing Fee, which shall be payable in such OHS West:+1-228-699-6335 008164 Case 19-34054-sgj11 Doc 1822-45 Filed 01/22/21 Entered 01/22/21 21:50:07 Page 4 of 9 Case 3:21-cv-00538-N Document 26-31 Filed 06/09/21 Page 35 of 344 PageID 11012 amounts and at such times as set forth in the Indenture. The provisions of the Indenture which relate to the amount and payment of the Servicing Fee shall not be amended without the written consent of the Servicer. If on any Payment Date there are insufficient funds to pay the Servicing Fee (and/or any other amounts due and payable to the Servicer) in full, the amount not so paid shall be deferred and shall be payable with accrued interest on such later Payment Date on which funds are available therefor as provided in the Indenture. The Servicer hereby agrees to waive the Class II Preference Share Portion of the Servicing Fees deposited by the Trustee into the Class II Preference Share Special Payment Account pursuant to the Indenture, which would otherwise be payable to the Servicer as Servicing Fees, on each Payment Date prior to February 3, 2008. With respect to any Payment Date after February 3, 2008, the Servicer may, in its sole discretion, at any time waive a portion (or all) of its Servicing Fees then due and payable, in which event an amount equal to such waived portion will be paid by the Issuer as Class II Preference Share Special Payments pursuant to the Indenture; provided that with respect to the Payment Date in May 2008 such Class II Preference Share Special Payments will, at a minimum, include amounts that would otherwise constitute a portion (representing the Class II Preference Share Percentage) of the Servicing Fees that have accrued from the Payment Date in February 2008 through February 3, 2008. For purposes of any calculation under this Agreement and the Indenture, the Servicer shall be deemed to have received the Servicing Fee in an amount equal to the sum of the Servicing Fee actually paid to the Servicer and the amount distributed to the Holders of the Class II Preference Shares as Class II Preference Share Special Payments. In addition, notwithstanding anything set out above, the Servicer may, in its sole discretion waive all or any portion of the Subordinate Servicing Fee or Supplemental Servicing Fee, any funds representing the waived Subordinate Servicing Fees or Supplemental Servicing Fees to be retained in the Collection Account for distribution as either Interest Proceeds or Principal Proceeds (as determined by the Servicer) pursuant to the Priority of Payments. SECTION 3. Effect of Amendment. Upon execution of this Amendment, the Indenture shall be, and be deemed to be, modified and amended in accordance herewith and the respective rights, limitations, obligations, duties, liabilities and immunities of the Issuer, Co-Issuer and the Servicer shall hereafter be determined, exercised and enforced subject in all respects to such modifications and amendments, and all the terms and conditions of this Amendment shall be deemed to be part of the terms and conditions of the Indenture for any and all purposes. Except as modified and expressly amended by this Amendment, the Indenture is in all respects ratified and confirmed, and all the terms, provisions and conditions thereof shall be and remain in full force and effect. SECTION 4. Binding Effect. The provisions of this Amendment shall be binding upon and inure to the benefit of the Issuer, the Co-Issuer and the Servicer and each of their respective successors and assigns. OHS West:+1-228-699-6335 2 008165 Case 19-34054-sgj11 Doc 1822-45 Filed 01/22/21 Entered 01/22/21 21:50:07 Page 5 of 9 Case 3:21-cv-00538-N Document 26-31 Filed 06/09/21 Page 36 of 344 PageID 11013 SECTION 5. GOVERNING LAW. THIS AMENDMENT TO THE INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. SECTION 6. Severability of Provisions. If any one or more of the provisions or terms of this Amendment shall be for any reason whatsoever held invalid, then such provisions or terms shall be deemed severable from the remaining provisions or terms of this Amendment and shall in no way affect the validity or enforceability of the other provisions or terms of this Amendment. SECTION 7. Section Headings. The section headings herein are for convenience of reference only, and shall not limit or otherwise affect the meaning hereof. SECTION 8. Counterparts. This Amendment may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. [Signature pages follow] OHS West:+1-228-699-6335 3 008166 Case 19-34054-sgj11 Doc 1822-45 Filed 01/22/21 Entered 01/22/21 21:50:07 Page 6 of 9 Case 3:21-cv-00538-N Document 26-31 Filed 06/09/21 Page 37 of 344 PageID 11014 008167 Case 19-34054-sgj11 Doc 1822-45 Filed 01/22/21 Entered 01/22/21 21:50:07 Page 7 of 9 Case 3:21-cv-00538-N Document 26-31 Filed 06/09/21 Page 38 of 344 PageID 11015 008168 Case 19-34054-sgj11 Doc 1822-45 Filed 01/22/21 Entered 01/22/21 21:50:07 Page 8 of 9 Case 3:21-cv-00538-N Document 26-31 Filed 06/09/21 Page 39 of 344 PageID 11016 008169 Case 19-34054-sgj11 Doc 1822-45 Filed 01/22/21 Entered 01/22/21 21:50:07 Page 9 of 9 Case 3:21-cv-00538-N Document 26-31 Filed 06/09/21 Page 40 of 344 PageID 11017 008170 Case 19-34054-sgj11 Doc 1822-46 Filed 01/22/21 Entered 01/22/21 21:50:07 Page 1 of 136 06/09/21 Page 41 of 344 PageID 11018 Case 3:21-cv-00538-N Document 26-31 Filed EXHIBIT 77 008171 Case 19-34054-sgj11 Doc 1822-46 Filed 01/22/21 Entered 01/22/21 21:50:07 Page 2 of 136 06/09/21 Page 42 of 344 PageID 11019 Case 3:21-cv-00538-N Document 26-31 Filed IMPORTANT NOTICE Attached is an electronic copy of the final Confidential Offering Circular (the “Offering Circular”), dated May 8, 2006, relating to the offering by Rockwall CDO Ltd. (the “Issuer”) and Rockwall CDO (Delaware) Corp. (the “Co-Issuer” and, together with the Issuer, the “Co- Issuers”) of U.S. $538,000,000 Class A-1LA Floating Rate Extendable Notes Due August 2021, U.S. $96,000,000 Class A-1LB Floating Rate Extendable Notes Due August 2021, U.S. $76,000,000 Class A-2L Floating Rate Extendable Notes Due August 2021, U.S. $36,500,000 Class A-3L Floating Rate Extendable Notes Due August 2021, U.S. $10,000,000 Class A-4L Floating Rate Extendable Notes Due August 2021, U.S. $21,000,000 Class B-1L Floating Rate Notes Due August 2021 and U.S. $14,000,000 Class X Floating Rate Notes Due August 2013. No registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities are being offered pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended. This Offering Circular is confidential and will not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sale of these securities in any jurisdiction where such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any jurisdiction. No purchase of these securities may be made except pursuant to the final Confidential Offering Circular. The final Confidential Offering Circular may be transmitted electronically, but each investor in the securities should receive a printed version thereof prior to purchase. If you do not receive a printed version of such final Confidential Offering Circular, please contact your Initial Purchaser representative at the address provided herein. Distribution of this electronic transmission of the Offering Circular to any person other than (a) the person receiving this electronic transmission from either Initial Purchaser on behalf of the Issuer and/or the Co-Issuer and (b) any person retained to advise the person receiving this electronic transmission with respect to the offering contemplated by the Offering Circular (each, an “Authorized Recipient”) is unauthorized. Any photocopying, disclosure or alteration of the contents of this Offering Circular, and any forwarding of a copy of this Offering Circular or any portion thereof by electronic mail or any other means to any person other than an Authorized Recipient, is prohibited. By accepting delivery of this Offering Circular, each recipient hereof agrees to the foregoing. 008172 Case 19-34054-sgj11 Doc 1822-46 Filed 01/22/21 Entered 01/22/21 21:50:07 Page 3 of 136 06/09/21 Page 43 of 344 PageID 11020 Case 3:21-cv-00538-N Document 26-31 Filed ROCKWALL CDO LTD. ROCKWALL CDO (DELAWARE) CORP. U.S.$538,000,000 Class A-1LA Floating Rate Extendable Notes Due August 2021 U.S.$96,000,000 Class A-1LB Floating Rate Extendable Notes Due August 2021 U.S.$76,000,000 Class A-2L Floating Rate Extendable Notes Due August 2021 U.S.$36,500,000 Class A-3L Floating Rate Extendable Notes Due August 2021 U.S.$10,000,000 Class A-4L Floating Rate Extendable Notes Due August 2021 U.S.$21,000,000 Class B-1L Floating Rate Extendable Notes Due August 2021 U.S.$14,000,000 Class X Floating Rate Notes Due August 2013 The Notes, consisting of the Class A-1LA Floating Rate Extendable Notes Due August 2021 (the "Class A-1LA Notes") in the aggregate principal amount of U.S.$538,000,000, the Class A-1LB Floating Rate Extendable Notes Due August 2021 (the "Class A-1LB Notes" and, with the Class A- 1LA Notes, the "Class A-1L Notes") in the aggregate principal amount of U.S.$96,000,000, the Class A-2L Floating Rate Extendable Notes Due August 2021 (the "Class A-2L Notes" and, with the Class A-1L Notes, the "Senior Class A Notes") in the aggregate principal amount of U.S.$76,000,000, the Class A-3L Floating Rate Extendable Notes Due August 2021 (the "Class A-3L Notes") in the aggregate principal amount of U.S. $36,500,000, the Class A-4L Floating Rate Extendable Notes Due August 2021 (the "Class A-4L Notes" and, with the Senior Class A Notes and the Class A-3L Notes, the "Class A Notes") in the aggregate principal amount of U.S.$10,000,000, the Class B-1L Floating Rate Extendable Notes Due August 2021 (the "Class B-1L Notes") in the aggregate principal amount of U.S.$21,000,000 and the Class X Floating Rate Notes Due August 2013 (the "Class X Notes" and, with the Class B-1L Notes and the Class A Notes, the "Notes") in the aggregate principal amount of U.S.$14,000,000 are being issued by Rockwall CDO Ltd. (the "Issuer"), It is a condition of issuance that the Class A-1LA Notes, the Class A-1LB Notes and the Class X Notes each be rated "AAA" by Standard & Poor's Ratings Services ("S&P") and "Aaa" by Moody's Investors Service, Inc. ("Moody's"), the Class A-2L Notes be rated at least "AA" by S&P` and at least "Aa2" by Moody's, the Class A-3L Notes be rated at least "A" by S&P and at least "A2" by Moody's, the Class A-4L Notes be rated at least "A- " by S&P and at least "A3" by Moody's and the Class B-1L Notes be rated at least "BBB" by S&P and at least "Baa2" by Moody's. See "Ratings". Each of the ratings of the Notes described herein assume that no Maturity Extension occurs after the Closing Date. Application may be made to the Irish Stock Exchange to admit the Notes to the Official List of the Irish Stock Exchange. There can be no assurance that such admission will be granted or maintained. For certain factors to be considered in connection with an investment in the Notes, see "Special Considerations" and "Notices to Purchasers." No.: ______________________________ Recipient: ______________________________ This Confidential Offering Circular is intended for the exclusive use of the recipient whose name appears above and such recipient's advisors, and may not be reproduced or used for any other purpose or furnished to any other party. The Notes are being offered in registered form to "qualified institutional buyers" within the meaning of Rule 144A ("Rule 144A") under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and to certain persons in transactions outside the United States in reliance on Regulation S under the Securities Act, all of whom (other than non-U.S. Persons purchasing in offshore transactions under Regulation S) are also "qualified purchasers" within the meaning of Section 3(c)(7) of the U.S. Investment Company Act of 1940, as amended (the "Investment Company Act"). Settlement of the Notes will be made in immediately available funds. THE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT NOR HAS EITHER OF THE CO-ISSUERS BEEN REGISTERED UNDER THE INVESTMENT COMPANY ACT. THE NOTES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT), EXCEPT TO "QUALIFIED INSTITUTIONAL BUYERS" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT). THE NOTES MAY ALSO BE OFFERED OR SOLD TO CERTAIN PERSONS IN TRANSACTIONS OUTSIDE THE UNITED STATES IN RELIANCE ON REGULATION S. THE NOTES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO U.S. PERSONS EXCEPT TO "QUALIFIED PURCHASERS" (WITHIN THE MEANING OF SECTION 3(c)(7) OF THE INVESTMENT COMPANY ACT) IN A TRANSACTION THAT DOES NOT CAUSE EITHER OF THE CO-ISSUERS TO BE REQUIRED TO REGISTER UNDER THE INVESTMENT COMPANY ACT. FOR CERTAIN RESTRICTIONS ON RESALE SEE "DELIVERY OF THE NOTES; TRANSFER RESTRICTIONS; SETTLEMENT". The Notes are offered by the Co-Issuers through Bear, Stearns & Co. Inc. ("Bear Stearns" or the "Initial Purchaser") to prospective purchasers from time to time in negotiated transactions at varying prices to be determined in each case at the time of sale. The Notes are offered when, as and if issued by the Co-Issuers, subject to prior sale or withdrawal, cancellation or modification of the offer without notice and subject to approval of certain legal matters by counsel and certain other conditions. It is expected that delivery of the Notes will be made on or about [May 10], 2006 (the "Closing Date"), against payment in immediately available funds. See "Plan of Distribution." The Notes of each Class sold to Non-U.S. Persons, if any, will be represented on the Closing Date by temporary global notes (the "Temporary Regulation S Global Note(s)"), which will be deposited with a custodian for and registered in the name of a nominee of The Depository Trust Company ("DTC") for the accounts of Euroclear Bank S.A./N.V., as operator of the Euroclear System ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream"). The Notes sold to U.S. Persons, if any, will be issued, sold and delivered in book-entry form only through the facilities of The Depository Trust Company. (Continued on next page) Bear, Stearns & Co. Inc. This Confidential Offering Circular is dated May 8, 2006. 008173 Case 19-34054-sgj11 Doc 1822-46 Filed 01/22/21 Entered 01/22/21 21:50:07 Page 4 of 136 06/09/21 Page 44 of 344 PageID 11021 Case 3:21-cv-00538-N Document 26-31 Filed (continued from previous page) a recently formed exempted company incorporated with limited liability under the laws of the Cayman Islands and will be co-issued by Rockwall CDO (Delaware) Corp., a recently formed Delaware corporation (the "Co-Issuer" and, together with the Issuer, the "Co-Issuers"), on a non-recourse basis as described herein. The Issuer will receive all of the net proceeds of the offering of the Notes, which, together with certain proceeds from the sale of the Preferred Shares (as defined herein) of the Issuer on the Closing Date (defined below) will be used by the Issuer to purchase, or commit to purchase, on and after the Closing Date and before the Effective Date (defined below) a portfolio of commercial loans (the "Portfolio Loans") and collateralized loan obligations (the "CLO Securities"), pledged to secure the Notes (together with the additional commercial loans and collateralized loan obligations, including synthetic securities, that will be purchased by the Issuer from time to time and pledged to secure the Notes and certain other obligations as described herein, the "Portfolio Collateral"). As described herein, the Portfolio Collateral will consist primarily of commercial loans and collateralized loan obligations that are rated below investment grade issued by U.S. and certain non-U.S. issuers and that satisfy the criteria described herein. The Class A-1LA Notes, the Class A-1LB Notes, the Class A-2L Notes, the Class A-3L Notes, the Class A-4L Notes, the Class B-1L Notes and the Class X Notes will provide for the payment of Periodic Interest (as defined herein) (to the extent of funds available therefor as described herein) for each Periodic Interest Accrual Period (as defined herein) at the rate of 0.30%, 0.50%, 0.65%, 1.40%, 1.70%, 2.25% and 0.36% per annum, respectively, above the London interbank offered rate for three-month U.S. dollar deposits (or, for the period from the Closing Date to the first Payment Date, as described herein) ("LIBOR") (determined as described herein). Such payments are in each case to be made at the times and subject to the priority of payments described herein. The Final Maturity Dates of the Notes (other than the Class X Notes) are subject to multiple extensions to the applicable Extended Final Maturity Date if the Issuer provides timely notice and the Extension Conditions are satisfied as described herein. Principal of the Notes will be payable at the times, in the amounts, and subject to the priority of payment provisions described herein. The Notes are subject to redemption at the times and under the circumstances described herein, including, without limitation, Initial Deposit Redemption, O/C Redemption (other than with respect to the Class X Notes), Optional Redemption, Special Redemption (other than with respect to the Class X Notes), Tax Event Redemption and Rating Confirmation Failure Redemption as described herein. The Notes are non-recourse obligations of the Co-Issuers, payable solely from the Trust Estate as described herein. The Class B-1L Notes are subordinated to the Class A Notes and the Class X Notes, the Class A-4L Notes are subordinated to the Class A-3L Notes, the Senior Class A Notes and the Class X Notes, the Class A-3L Notes are subordinated to the Senior Class A Notes and the Class X Notes, the Class A-2L Notes are subordinated to the Class A-1L Notes and the Class X Notes and the Class A-1LB Notes are subordinated to the Class A-1LA Notes, in each case to the extent described herein. To the extent the assets of the Trust Estate are insufficient to pay in full all amounts due on the Notes, the Co-Issuers shall have no further obligations in respect of the Notes and any sums outstanding and unpaid shall be extinguished. ii 008174 Case 19-34054-sgj11 Doc 1822-46 Filed 01/22/21 Entered 01/22/21 21:50:07 Page 5 of 136 06/09/21 Page 45 of 344 PageID 11022 Case 3:21-cv-00538-N Document 26-31 Filed NOTICES TO PURCHASERS THE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES, OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, UNITED STATES PERSONS, UNLESS A REGISTRATION STATEMENT WITH RESPECT THERETO IS THEN EFFECTIVE UNDER THE SECURITIES ACT OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS AVAILABLE. THE CO-ISSUERS HAVE NO OBLIGATION OR CURRENT INTENTION TO EFFECT SUCH REGISTRATION. THE CO-ISSUERS ARE RELYING ON AN EXCLUSION FROM REGISTRATION UNDER THE INVESTMENT COMPANY ACT, PURSUANT TO THE EXEMPTIONS PROVIDED IN RULE 3a-7 AND/OR SECTION 3(c)(7) UNDER THE INVESTMENT COMPANY ACT, AND NO TRANSFER OF A NOTE MAY BE MADE WHICH WOULD CAUSE THE CO- ISSUERS TO BECOME SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE INVESTMENT COMPANY ACT. THE NOTES ARE ALSO SUBJECT TO CERTAIN OTHER RESTRICTIONS ON TRANSFER DESCRIBED HEREIN. PROSPECTIVE PURCHASERS OF THE NOTES SHOULD PROCEED ON THE ASSUMPTION THAT THEY MUST HOLD THEIR INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE PURCHASER OF A NOTE, BY ITS ACCEPTANCE THEREOF, REPRESENTS, ACKNOWLEDGES AND AGREES THAT IT WILL NOT RESELL, PLEDGE OR OTHERWISE TRANSFER SUCH NOTE EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND EXCEPT (A) IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER AS DEFINED IN RULE 144A PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER, WHOM THE SELLER HAS INFORMED, IN EACH CASE, THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, PROVIDED THAT SUCH PURCHASER DELIVERS ALL DOCUMENTS AND CERTIFICATIONS AS THE CO-ISSUERS OR THE TRUSTEE MAY REASONABLY REQUEST; (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 903 OR 904 OF REGULATION S UNDER THE SECURITIES ACT, PROVIDED THAT SUCH PURCHASER DELIVERS ALL DOCUMENTS AND CERTIFICATIONS AS THE CO-ISSUERS OR THE TRUSTEE MAY REASONABLY REQUEST; OR (C) TO THE CO-ISSUERS OR THEIR AFFILIATES, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAW OF ANY STATE OF THE UNITED STATES AND ANY OTHER JURISDICTION. IN ADDITION, THE PURCHASER OF A NOTE, BY ITS ACCEPTANCE THEREOF, REPRESENTS, ACKNOWLEDGES AND AGREES THAT IT WILL NOT RESELL, PLEDGE OR OTHERWISE TRANSFER SUCH NOTE OTHER THAN TO A NON-U.S. PERSON IN AN "OFFSHORE TRANSACTION" IN COMPLIANCE WITH REGULATION S EXCEPT TO A "QUALIFIED PURCHASER" WITHIN THE MEANING OF SECTION 3(c)(7) OF THE INVESTMENT COMPANY ACT IN A TRANSACTION THAT DOES NOT CAUSE THE CO-ISSUERS TO BE REQUIRED TO REGISTER UNDER THE INVESTMENT COMPANY ACT AND WILL ALSO BE DEEMED TO HAVE MADE THE REPRESENTATIONS SET FORTH UNDER "DELIVERY OF THE NOTES; TRANSFER RESTRICTIONS; SETTLEMENT." FURTHER, THE NOTES MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). THE CLASS B-1L NOTES MAY NOT BE SOLD OR TRANSFERRED TO ANY PLAN SUBJECT TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE, OR TO ANY PERSON ACTING ON BEHALF OF OR WITH "PLAN ASSETS" OF ANY SUCH PLAN, INCLUDING AN INSURANCE COMPANY GENERAL ACCOUNT, UNLESS THE PURCHASER OR TRANSFEREE IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER PTCE 96-23, 95-60, 91-38, 90-1 OR 84-14. THE NOTES ARE NON-RECOURSE OBLIGATIONS OF THE CO-ISSUERS. PRINCIPAL OF AND INTEREST ON THE NOTES WILL BE PAID SOLELY FROM AND TO THE EXTENT OF THE AVAILABLE PROCEEDS FROM THE DISTRIBUTIONS ON THE PORTFOLIO COLLATERAL AND, UNDER CERTAIN CIRCUMSTANCES, AMOUNTS ON DEPOSIT IN THE INITIAL DEPOSIT ACCOUNT, WHICH ARE THE ONLY SOURCE OF PAYMENT OF PRINCIPAL OF, INTEREST ON AND OTHER AMOUNTS PAYABLE IN iii 008175 Case 19-34054-sgj11 Doc 1822-46 Filed 01/22/21 Entered 01/22/21 21:50:07 Page 6 of 136 06/09/21 Page 46 of 344 PageID 11023 Case 3:21-cv-00538-N Document 26-31 Filed RESPECT OF THE NOTES. TO THE EXTENT SUCH SOURCES OF PAYMENT ARE INSUFFICIENT TO PAY IN FULL ALL AMOUNTS DUE ON THE NOTES, THE CO-ISSUERS SHALL HAVE NO FURTHER OBLIGATIONS IN RESPECT OF THE NOTES AND ANY SUMS OUTSTANDING AND UNPAID SHALL BE EXTINGUISHED. FOR THESE REASONS, AMONG OTHERS, AN INVESTMENT IN THE NOTES IS NOT SUITABLE FOR ALL INVESTORS AND IS APPROPRIATE ONLY FOR AN INVESTOR CAPABLE OF (A) ANALYZING AND ASSESSING THE RISKS ASSOCIATED WITH DEFAULTS, LOSSES AND RECOVERIES ON, APPLICATION OF PROCEEDS OF AND OTHER CHARACTERISTICS OF, DEBT SECURITIES SUCH AS THE PORTFOLIO COLLATERAL, AND (B) BEARING SUCH RISKS AND FINANCIAL CONSEQUENCES THEREOF AS THEY RELATE TO AN INVESTMENT IN THE NOTES. EACH PURCHASER OF A NOTE BY ITS ACCEPTANCE THEREOF ACKNOWLEDGES THAT IT IS USING ITS INDEPENDENT JUDGMENT IN ASSESSING THE OPPORTUNITIES AND RISKS PRESENTED BY THE NOTES FOR ITS INVESTMENT PORTFOLIO AND IN DETERMINING WHETHER THE ACQUISITION IS SUITABLE AND COMPLIES WITH SUCH PURCHASER'S INVESTMENT OBJECTIVES AND POLICIES. EXCEPT AS SET FORTH IN THIS CONFIDENTIAL OFFERING CIRCULAR, NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS CONFIDENTIAL OFFERING CIRCULAR AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON. THIS CONFIDENTIAL OFFERING CIRCULAR DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY OF THE NOTES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHICH IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION NOR TO ANY PERSON WHO HAS NOT RECEIVED A COPY OF EACH CURRENT AMENDMENT OR SUPPLEMENT HERETO, IF ANY. THIS CONFIDENTIAL OFFERING CIRCULAR IS FURNISHED ON A CONFIDENTIAL BASIS SOLELY FOR THE PURPOSE OF EVALUATING THE INVESTMENT OFFERED HEREBY. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE. NOTWITHSTANDING ANY OTHER EXPRESS OR IMPLIED AGREEMENT TO THE CONTRARY, THE ISSUER, THE SERVICER, THE INITIAL PURCHASER, THE TRUSTEE, THE COLLATERAL ADMINISTRATOR AND EACH RECIPIENT HEREOF AGREE THAT EACH OF THEM AND EACH OF THEIR EMPLOYEES, REPRESENTATIVES, AND OTHER AGENTS MAY DISCLOSE, IMMEDIATELY UPON COMMENCEMENT OF DISCUSSIONS, TO ANY AND ALL PERSONS, WITHOUT LIMITATION OF ANY KIND, THE TAX TREATMENT AND TAX STRUCTURE OF THE TRANSACTION AND ALL MATERIALS OF ANY KIND (INCLUDING OPINIONS OR OTHER TAX ANALYSES) THAT ARE PROVIDED TO ANY OF THEM RELATING TO SUCH TAX TREATMENT AND TAX STRUCTURE. THE NOTES ARE BEING OFFERED ONLY TO A LIMITED NUMBER OF INVESTORS (ALL OF WHICH ARE REQUIRED TO BE QUALIFIED INSTITUTIONAL BUYERS OR INVESTORS WHO ARE OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 903 OR RULE 904 OF REGULATION S OF THE SECURITIES ACT) THAT ARE WILLING AND ABLE TO CONDUCT AN INDEPENDENT INVESTIGATION OF THE CHARACTERISTICS OF THE NOTES AND RISKS OF OWNERSHIP OF THE NOTES. IT IS EXPECTED THAT PROSPECTIVE INVESTORS INTERESTED IN PARTICIPATING IN THIS OFFERING WILL CONDUCT AN INDEPENDENT INVESTIGATION OF THE RISKS POSED BY AN INVESTMENT IN THE NOTES. OFFICERS AND OTHER REPRESENTATIVES OF THE CO-ISSUERS AND THE INITIAL PURCHASER WILL BE AVAILABLE TO ANSWER QUESTIONS CONCERNING THE CO- ISSUERS, THE NOTES AND THE COLLATERAL AND WILL, UPON REQUEST, MAKE AVAILABLE SUCH OTHER INFORMATION AS INVESTORS MAY REASONABLY REQUEST. iv 008176 Case 19-34054-sgj11 Doc 1822-46 Filed 01/22/21 Entered 01/22/21 21:50:07 Page 7 of 136 06/09/21 Page 47 of 344 PageID 11024 Case 3:21-cv-00538-N Document 26-31 Filed THIS CONFIDENTIAL OFFERING CIRCULAR IS NOT INTENDED TO FURNISH LEGAL, REGULATORY, TAX, ACCOUNTING, INVESTMENT OR OTHER ADVICE TO ANY PROSPECTIVE PURCHASER OF THE NOTES. THIS CONFIDENTIAL OFFERING CIRCULAR SHOULD BE REVIEWED BY EACH PROSPECTIVE PURCHASER AND ITS LEGAL, REGULATORY, TAX, ACCOUNTING, INVESTMENT AND OTHER ADVISORS. INVESTORS WHOSE INVESTMENT AUTHORITY IS SUBJECT TO LEGAL RESTRICTIONS SHOULD CONSULT THEIR OWN LEGAL ADVISORS TO DETERMINE WHETHER AND TO WHAT EXTENT THE NOTES CONSTITUTE LEGAL INVESTMENTS FOR THEM. NO INVITATION MAY BE MADE TO THE PUBLIC IN THE CAYMAN ISLANDS TO SUBSCRIBE FOR THE NOTES. THE INITIAL PURCHASER AND THE CO-ISSUERS: (A) HAVE ONLY COMMUNICATED OR CAUSED TO BE COMMUNICATED AND WILL ONLY COMMUNICATE OR CAUSE TO BE COMMUNICATED ANY INVITATION OR INDUCEMENT TO ENGAGE IN INVESTMENT ACTIVITY (WITHIN THE MEANING OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA")) RECEIVED BY THEM IN CONNECTION WITH THE ISSUE OR SALE OF ANY OFFERED SECURITIES IN CIRCUMSTANCES IN WHICH SECTION 21(1) OF THE FSMA DOES NOT APPLY TO THE ISSUER; AND (B) HAVE COMPLIED AND WILL COMPLY WITH ALL APPLICABLE PROVISIONS OF THE FSMA WITH RESPECT TO ANYTHING DONE BY THEM IN RELATION TO THE OFFERED SECURITIES IN, FROM OR OTHERWISE INVOLVING THE UNITED KINGDOM. NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER, OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH. THE DISTRIBUTION OF THIS CONFIDENTIAL OFFERING CIRCULAR AND THE OFFER OR SALE OF NOTES MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS. NONE OF THE ISSUER, THE CO-ISSUER, THE SERVICER OR THE INITIAL PURCHASER REPRESENTS THAT THIS DOCUMENT MAY BE LAWFULLY DISTRIBUTED, OR THAT ANY NOTES MAY BE LAWFULLY OFFERED, IN COMPLIANCE WITH ANY APPLICABLE REGISTRATION OR OTHER REQUIREMENTS IN ANY SUCH JURISDICTION, OR PURSUANT TO AN EXEMPTION AVAILABLE THEREUNDER, OR ASSUME ANY RESPONSIBILITY FOR FACILITATING ANY SUCH DISTRIBUTION OR OFFERING. IN PARTICULAR, NO ACTION HAS BEEN TAKEN BY THE ISSUER, THE CO-ISSUER, THE SERVICER OR THE INITIAL PURCHASER WHICH WOULD PERMIT A PUBLIC OFFERING OF ANY NOTES OR DISTRIBUTION OF THIS DOCUMENT IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. ACCORDINGLY, NO NOTES MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, AND NEITHER THIS OFFERING CIRCULAR NOR ANY ADVERTISEMENT OR OTHER OFFERING MATERIAL MAY BE DISTRIBUTED OR PUBLISHED IN ANY JURISDICTION, EXCEPT UNDER CIRCUMSTANCES THAT WILL RESULT IN COMPLIANCE WITH ANY APPLICABLE LAWS AND REGULATIONS. PERSONS INTO WHOSE POSSESSION THIS OFFERING CIRCULAR OR ANY NOTES COME MUST INFORM THEMSELVES ABOUT AND OBSERVE ANY SUCH RESTRICTIONS. THE TRUSTEE AND ITS AFFILIATES HAVE NOT PARTICIPATED IN THE PREPARATION OF THIS CONFIDENTIAL OFFERING CIRCULAR AND DO NOT ASSUME ANY RESPONSIBILITY FOR ITS CONTENTS. v 008177 Case 19-34054-sgj11 Doc 1822-46 Filed 01/22/21 Entered 01/22/21 21:50:07 Page 8 of 136 06/09/21 Page 48 of 344 PageID 11025 Case 3:21-cv-00538-N Document 26-31 Filed AVAILABLE INFORMATION To permit compliance with Rule 144A under the Securities Act for resales of Notes, the Co-Issuers will make available to Holders and prospective purchasers who request such information, the information required to be delivered under Rule 144A(d)(4) under the Securities Act if at the time of the request either the Issuer or the Co- Issuer is not a reporting company under Section 13 or Section 15(d) of the Exchange Act or if either the Issuer or the Co-Issuer is not exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act. Copies of all such documents may be obtained free of charge from the office of the Trustee or the Irish Paying Agent. Neither of the Co-Issuers expects to become such a reporting company or to be so exempt from reporting. vi 008178 Case 19-34054-sgj11 Doc 1822-46 Filed 01/22/21 Entered 01/22/21 21:50:07 Page 9 of 136 06/09/21 Page 49 of 344 PageID 11026 Case 3:21-cv-00538-N Document 26-31 Filed CONFIDENTIAL OFFERING CIRCULAR SUMMARY The following summary is qualified in its entirety by reference to the more detailed information appearing elsewhere in this Confidential Offering Circular and the documents referred to herein. A glossary (the "Glossary") of certain defined terms used herein appears as Annex A to this Confidential Offering Circular. The Issuer Rockwall CDO Ltd., a recently formed limited liability company incorporated under the laws of the Cayman Islands (the "Issuer"). The activities of the Issuer will be limited to (i) the acquisition and disposition of Portfolio Collateral and other assets permitted by the Indenture, (ii) the issuance of the Notes, which will be secured by the Portfolio Collateral and certain other assets pledged by the Issuer under the Indenture, (iii) the issuance of the Preferred Shares, and (iv) other activities incidental to the foregoing, including the ownership of 100% of the stock of the Co-Issuer. The Co-Issuer Rockwall CDO (Delaware) Corp., a recently formed Delaware corporation (the "Co-Issuer" and, together with the Issuer, the "Co-Issuers"). The Co- Issuer will have no substantial assets. Securities Offered U.S.$538,000,000 aggregate principal amount of Class A-1LA Floating Rate Extendable Notes Due August 1, 2021 (the "Class A-1LA Notes"), U.S. $96,000,000 aggregate principal amount of Class A-1LB Floating Rate Extendable Notes Due August 1, 2021 (the "Class A-1LB Notes" and, together with the Class A-1LA Notes, the "Class A-1L Notes") U.S.$76,000,000 aggregate principal amount of Class A-2L Floating Rate Extendable Notes Due August 1, 2021 (the "Class A-2L Notes" and, with the Class A-1L Notes, the "Senior Class A Notes"), U.S.$36,500,000 aggregate principal amount of Class A-3L Floating Rate Notes Extendable Due August 1, 2021 (the "Class A-3L Notes"), U.S. $10,000,000 aggregate principal amount of Class A-4L Floating Rate Extendable Notes Due August 1, 2021 (the "Class A-4L Notes" and, with the Senior Class A Notes and the Class A- 3L Notes, the "Class A Notes"), U.S.$21,000,000 aggregate principal amount of Class B-1L Floating Rate Extendable Notes Due August 1, 2021 (the "Class B-1L Notes") and U.S.$14,000,000 aggregate principal amount of Class X Floating Rate Notes Due August 1, 2013 (the "Class X Notes" and, together with the Class B-1L Notes and the Class A Notes, the "Notes"). The Notes will be issued on the Closing Date pursuant to an indenture (the "Indenture"), to be dated as of May 10, 2006, among the Co-Issuers and JPMorgan Chase Bank, National Association, as trustee (the "Trustee") and as securities intermediary. The Notes will be non-recourse obligations of the Co-Issuers and all amounts payable in respect of the Notes will be paid solely from and to the extent of the available proceeds from the Trust Estate. To the extent the assets of the Trust Estate are insufficient to pay all amounts due on the Notes, the Co-Issuers shall have no further obligations in respect of the Notes and any sums outstanding and unpaid shall be extinguished. On the Closing Date, the Issuer will also issue its Class I Preferred Shares (the "Class I Preferred Shares") and its Class II Preferred Shares (the "Class II Preferred Shares" and, together with the Class I Preferred Shares, the "Preferred Shares"). The Preferred Shares are not offered hereby. On the Closing Date, Rockwall Investors Corp. ("Investor Corp.") is expected to purchase 100% of the Class I Preferred Shares of the Issuer and will issue an equivalent number of its preferred shares to third party investors and 1 008179 Case 19-34054-sgj11 Doc 1822-46 Filed 01/22/21 Entered 01/22/21 21:50:07 Page 10 of Case 3:21-cv-00538-N Document 26-31 Filed136 06/09/21 Page 50 of 344 PageID 11027 Highland Capital Management, L.P. Final Maturity Date The August 1, 2021 Payment Date with respect to the Notes (or, in the case of the Class X Notes, the August 1, 2013 Payment Date) or such earlier date as the Aggregate Principal Amount of each Class of Notes is paid in full; provided that, the Final Maturity Dates of the Notes (other than the Class X Notes) are extendable upon a Maturity Extension (if any) as described herein, in which case the Final Maturity Date of such Notes will be extended to the applicable Extended Final Maturity Date. See "Description of the Notes— Extension of the Revolving Period and the Final Maturity Date". Use of Proceeds The proceeds from the sale of the Notes (the date of such sale being referred to herein as the "Closing Date"), together with certain proceeds from the sale of the Preferred Shares will be used by the Issuer (i) to fund the purchase (or the entering into of binding commitments to purchase) of a diversified pool of at least U.S.$765,000,000 (the "Initial Portfolio Collateral Amount") in aggregate principal amount of commercial loans and collateralized loan obligations which will be pledged on the Closing Date as security for the Notes (the "Initial Portfolio Collateral" and, together with all other commercial loans and collateralized loan obligations, including synthetic securities, purchased by the Issuer from time to time and pledged to secure the Notes as described herein, the "Portfolio Collateral"), (ii) to fund the deposit (the "Deposit") in an account with the Trustee (the "Initial Deposit Account") on the Closing Date of cash in an amount, which, together with the Initial Portfolio Collateral Amount, is expected as of such date to enable the Issuer to purchase, or commit to purchase, on or before September 10, 2006 (the "Effective Date") an Aggregate Principal Amount of Original Portfolio Collateral equal to at least U.S.$850,000,000 (the "Required Portfolio Collateral Amount"), which amount will be held in Eligible Investments pending the purchase of additional Original Portfolio Collateral on or before the Effective Date, subject to certain restrictions set forth in the Indenture as described below, (iii) to fund the deposit in an account with the Trustee (the "Expense Reimbursement Account") on the Closing Date of U.S.$50,000, which amount will be available for payment from time to time of future expenses of the Issuer pending the receipt of collections in respect of the Portfolio Collateral as described herein, (iv) to fund an account with the Trustee (the "Closing Expense Account") on the Closing Date, which will be used to pay fees and other expenses related to the transaction, and (v) an amount equal to U.S.$1,600,000 to fund a portion of amounts payable by the Issuer on any Payment Date (the "Reserve Amount") in accordance with the Priority of Payments. Portfolio Collateral purchased or committed to be purchased on or before the Effective Date is referred to herein as "Original Portfolio Collateral." Portfolio Collateral purchased by the Issuer with Collections is referred to herein as "Additional Portfolio Collateral," and Portfolio Collateral purchased by the Issuer with Collateral Disposition Proceeds from the disposition of Portfolio Collateral after the Closing Date is referred to herein as "Substitute Portfolio Collateral." Form, Denominations and The Notes of each Class offered and sold outside the United States pursuant Record Dates to Regulation S under the Securities Act of 1933, as amended (the "Securities Act"), initially will be evidenced by a temporary global note which will be exchangeable for a permanent global note with respect to such Class as described herein. The Notes sold to Qualified Institutional Buyers (as defined herein) pursuant to Rule 144A under the Securities Act will be issued in book-entry form only through the facilities of The Depository Trust 2 008180 Case 19-34054-sgj11 Doc 1822-46 Filed 01/22/21 Entered 01/22/21 21:50:07 Page 11 of Case 3:21-cv-00538-N Document 26-31 Filed136 06/09/21 Page 51 of 344 PageID 11028 Company. Subject to the foregoing, the Notes will be issued in minimum denominations of U.S.$200,000 and integral multiples of U.S.$1 in excess thereof. No Notes will be issued in bearer form. The Notes are subject to certain restrictions on transfer. The record date (the "Record Date") for each Payment Date (including the Final Maturity Date) (as each such term is defined below) is the Business Day immediately preceding such Payment Date; provided, however, if Definitive Notes are issued, the Record Date for such Definitive Notes shall be the fifteenth calendar day preceding such Payment Date. Class A-1L Notes General. The Co-Issuers expect to issue approximately U.S.$538,000,000 in aggregate principal amount of Class A-1LA Notes and U.S. $96,000,000 in aggregate principal amount of Class A-1LB Notes, each to be secured by the Portfolio Collateral pursuant to the Indenture. Interest. The Class A-1L Notes will provide for the payment of periodic interest ("Periodic Interest" with respect to the Class A-1L Notes) (to the extent of funds available therefor as described herein) for each Periodic Interest Accrual Period (as defined herein) at the rate of 0.30% with respect to the Class A-1LA Notes and 0.50% with respect to the Class A-1LB Notes, per annum above the London interbank offered rate for three-month U.S. dollar deposits (or, for the period from the Closing Date to the first Payment Date, as described herein) ("LIBOR") (determined as described herein) (the "Applicable Periodic Rate" with respect to the Class A-1LA Notes and Class A-1LB Notes, respectively) on the 1st day of November, February, May and August of each year or, if any such day is not a Business Day, then on the next succeeding Business Day (each such date, a "Payment Date"), commencing on November 1, 2006. Interest will be calculated on the basis of a year of 360 days and the actual number of days elapsed. Payments of interest to the Class A-1L Notes and the Class X Payment will be payable pari passu among the Class A-1L Notes and the Class X Notes as described herein. Principal. No principal will be payable in respect of the Class A-1L Notes (and principal collections on the Portfolio Collateral will be applied as described herein) during the Revolving Period, except in the event of an Initial Deposit Redemption, an Optional Redemption, a Special Redemption, a Tax Event Redemption or a Mandatory Redemption of the Class A-1L Notes as described herein. On each Payment Date with respect to the Amortization Period, the principal of the Class A-1L Notes will be payable (to the extent of funds available therefor and in the order of priority described herein) first to the Class A-1LA Notes and then to the Class A-1LB Notes until the Aggregate Principal Amount of the Class A-1L Notes has been paid in full. The Class A-1LB Notes are subordinated in right of payment to the Class A-1LA Notes to the extent described herein. In addition, all payments of principal on the Class A-1LA Notes that are made in connection with an Initial Deposit Redemption, a Rating Confirmation Failure, a Tax Event Redemption or an Optional Redemption will be paid on a pro rata basis with the Class X Notes as described herein. All outstanding principal of the Class A-1L Notes, together with the other amounts described herein, will be due and payable on the Final Maturity Date. Class A-2L Notes General. The Co-Issuers expect to issue approximately U.S.$76,000,000 in aggregate principal amount of Class A-2L Notes to be secured by the 3 008181 Case 19-34054-sgj11 Doc 1822-46 Filed 01/22/21 Entered 01/22/21 21:50:07 Page 12 of Case 3:21-cv-00538-N Document 26-31 Filed136 06/09/21 Page 52 of 344 PageID 11029 Portfolio Collateral pursuant to the Indenture. Interest. No interest will be payable in respect of the Class A-2L Notes on any Payment Date unless the Holders of the Class A-1L Notes have been paid the Cumulative Interest Amount due to them on such Payment Date, the Holders of the Class X Notes have been paid the Cumulative Class X Payment due to them on such Payment Date and, in the case of the Final Maturity Date, until the Aggregate Principal Amount of the Class A-1L Notes and the Class X Notes have been paid in full. The Class A-2L Notes will provide for the payment of periodic
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