ROCKALL CLO B.V. - Irish Stock Exchange

6 Holders of the Class E-1b Subordinated Notes and the Class E-2 Subordinated Notes may receive Additional Interest
on Payment Dates (see Condition 3(d) (Restricted Payments) and Condition 3(c) (Payment of Amounts)).
Trustee
Collateral Administrator
Custodian
Principal Paying Agent
Irish Listing and Paying Agent
Placement Agent
Eligible Purchasers
Partially Paid Issuances of
Class E Subordinated Notes
Payment Dates
Note Interest
Deferral of Interest
ABN AMRO Trustees Limited
ABN AMRO Bank N.V. (London Branch)
ABN AMRO Bank N.V. (London Branch)
ABN AMRO Bank N.V. (London Branch)
NCB Stockbrokers Limited
IXIS Securities North America Inc.
The VF Notes and the Notes of each Class will be offered:
(a)
(b)
outside of the United States to non-U.S. Persons (as defined in
Regulation S under the Securities Act) in "offshore transactions" in
reliance on Regulation S under the Securities Act and
within the United States to persons who are both QIBs, in reliance
on Rule 144A, and Qualified Purchasers for purposes of
Section 3(c)(7) of the Investment Company Act.
The Class E Subordinated Notes may be issued partially paid and subject
to the right of the Issuer, prior to the Class E Commitment Termination
Date, to demand further instalments of the subscription price from the
Class E Subordinated Noteholders, pro rata, according to their respective
holding, up to a prescribed level provided that (a) no more than 50 separate
Class E Partial Instalment Payments may be made in respect of the
Class E Subordinated Notes, (b) no such Class E Partial Instalment
Payment may be requested if, after and notwithstanding receipt and
application of the proceeds of such Class E Partial Instalment Payment, a
Transaction Default, a Transaction Event of Default or a failure to comply
with the Over Collateralisation Tests shall have occurred and be continuing
and (c) any such Class E Partial Instalment Payment shall be requested
and made without prejudice to the right of the Issuer to issue further
Class E Subordinated Notes pursuant to Condition 17 (Further Issues) (see
Condition 2(i) (Issue of Partially Paid Class E Subordinated Notes)).
In the event that a Class E Subordinated Noteholder fails to make the
applicable Class E Partial Instalment Payment on the relevant Class E
Partial Payment Date, then 1 per cent. of the Principal Amount Outstanding
of the amount previously paid up in respect of the Class E Subordinated
Notes will be forfeited with effect from the Class E Partial Payment Date on
which such Class E Partial Instalment Payment was due, no further
Class E Partial Instalment Payments shall be requested from such Class E
Subordinated Noteholder by or on behalf of the Issuer thereafter and such
Holder shall forfeit the right to make any further Class E Partial Instalment
Payments (see Condition 2(i) (Issue of Partially Paid Class E Subordinated
Notes)).
15 September, 15 December, 15 March and 15 June in each year,
commencing on 15 September 2006 (subject to adjustment for
non-Business Days in accordance with the Conditions).
Interest in respect of the Notes of each Class will be payable quarterly in
arrear on each Payment Date. Additional Interest will be payable on each
Payment Date if sums are then available to pay the same.
While any Class A Note is Outstanding, any interest payable on the
Class B Notes that would be payable to Class B Noteholders on a Payment
Date but is not paid by reason of the Intercreditor Arrangements shall be
added to the Principal Amount Outstanding of the Class B Notes on such
date and will thereafter cease to be payable as interest (but will, to the
extent permitted by law, bear interest at the applicable Rate of Interest).
The addition of interest on the Class B Notes to the Principal Amount
Outstanding thereof in lieu of the cash payment of such interest as
aforesaid shall be deemed to satisfy the payment of such interest and shall
not constitute an Event of Default under the Conditions and shall (i) upon
the payment of any principal on the Class B Notes be repaid prior to the
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