Rockford Tower Europe CLO 2025-1 : 23 April 2025

The assets securing the Notes will consist primarily of a portfolio of Senior Loans, Senior Secured Bonds, Mezzanine Obligations and High Yield Bonds, and will be managed by Rockford Tower Capital Management LLC.

Eligibility criteria (includes): it is a Senior Secured Loan, a Senior Secured Bond, an Unsecured Senior Loan, an Unsecured Senior Bond, a Mezzanine Obligation, a Second Lien Loan, a Corporate Rescue Loan, or a High Yield Bond; it is not a lease; it is not a Structured Finance Security, letter of credit or a Synthetic Security; other than in the case of a Corporate Rescue Loan or an obligation which is Uptier Priming Debt, it has a S&P Rating of not lower than "CCC-" and a Fitch Rating of not lower than "CCC-"; it is not a Project Finance Loan; it is not a Step-Down Coupon Security; it is not an ESG Collateral Debt Obligation.

The Issuer anticipates that, by the Issue Date, it or the Collateral Manager on its behalf will have purchased or committed to purchase Collateral Debt Obligations the Aggregate Principal Balance of which is equal to at least €477mln, which is approximately 95.4% of the Target Par Amount.

The Notes are being offered by the Issuer through Goldman Sachs International in its capacity as initial purchaser of the offering of such Notes, subject to prior sale.

EU & UK Risk Retention: The Collateral Manager shall act as Retention Holder for the purposes of the Retention Requirements and will, for so long as any Class of Notes remains outstanding, in accordance with Article 6(3)(a) of the Retention Requirements, undertake to subscribe for, hold and retain on an ongoing basis a material net economic interest of not less than 5% of the nominal value of each Class of Notes then outstanding.

US Risk Retention: The Retention Holder (NP Europe Loan Management I), acting as an “originator” for the purposes of the Retention Requirements, has agreed to act as “sponsor” of the transaction for the purposes of the US Risk Retention Rules and has agreed to retain Retention Notes on the Issue Date constituting an “eligible vertical interest” under the US Risk Retention Rules for so long as required by the US Risk Retention Rules.