ROCKALL CLO B.V. - Irish Stock Exchange

FORM OF THE VF NOTES AND THE NOTES
References below to Notes and to the Global Notes and the Definitive Notes representing such Notes are to the
VF Notes and each respective Class of Notes, except as otherwise indicated.
Initial Issue of Notes
Regulation S Notes of the VF Notes will each be represented on issue by definitive notes in fully registered form,
without interest coupons or principal receipts attached (each a “VF Note Regulation S Note”). VF Note
Regulation S Notes will be issued to each VF Noteholder and a note of such VF Noteholder’s commitment
entered in the VFN Register. Rule 144A Notes of the VF Notes will each be represented on issue by definitive
notes in fully registered form, without interest coupons or principal receipts attached (each a “VF Note Rule 144A
Note”). Transfers of the VF Note Rule 144A Notes will only be effected in accordance with the VF Instrument.
The Regulation S Notes of each Class of Notes will each be represented on issue by a Regulation S Global Note
deposited with, and registered in the name of the common depositary for Euroclear and Clearstream,
Luxembourg. Beneficial interests in a Regulation S Global Note may be held only through Euroclear or
Clearstream, Luxembourg at any time. See “Book-Entry Clearance Procedures”. Beneficial interests in a
Regulation S Global Note may not be held by a U.S. Person or U.S. Resident at any time. By acquisition of a
beneficial interest in a Regulation S Global Note, the purchaser thereof will be deemed to represent, among other
things, that it is not a U.S. Person, and that, if in the future it determines to transfer such beneficial interest, it will
transfer such interest only to a person whom the seller reasonably believes (a) to be a non-U.S. Person in an
offshore transaction in accordance with Rule 903 or Rule 904 of Regulation S, or (b) to be a person who takes
delivery in the form of an interest in a Rule 144A Global Note. (see the section of this Offering Circular headed
“Transfer Restrictions”.)
The Rule 144A Notes of each Class of Notes will be represented on issue by a Rule 144A Global Note deposited
with a custodian for, and registered in the name of a nominee of, DTC. Beneficial interests in a Rule 144A Global
Note may only be held through DTC at any time (see the section of this Offering Circular headed “Book-Entry
Clearance Procedures”). By acquisition of a beneficial interest in a Rule 144A Global Note, the purchaser thereof
will be deemed to represent, amongst other things, that it is a QIB/Qualifying Purchaser and that, if in the future it
determines to transfer such beneficial interest, it will transfer such interest in accordance with the procedures and
restrictions contained in the Trust Deed. (see the section of this Offering Circular headed “Transfer
Restrictions”.)
Beneficial interests in Global Notes will be subject to certain restrictions on transfer set forth therein, in the Trust
Deed and as set forth in Rule 144A, and the Notes will bear the applicable legends regarding the restrictions set
forth under “Transfer Restrictions”. In the case of each Class of Notes a beneficial interest in a Regulation S
Global Note may be transferred to a person who takes delivery in the form of an interest in a Rule 144A Global
Note in denominations greater than or equal to the minimum denominations applicable to interests in such
Rule 144A Global Note only upon receipt by the Trustee of a written certification (in the form provided in the Trust
Deed) to the effect that the transferor reasonably believes that the transferee is a QIB/Qualifying Purchaser and
that such transaction is in accordance with any applicable securities laws of any state of the United States or any
other jurisdiction. Beneficial interests in the Rule 144A Global Notes may be transferred to a person who takes
delivery in the form of an interest in a Regulation S Global Note only upon receipt by the Trustee of a written
certification (in the form provided in the Trust Deed) from the transferor to the effect that the transfer is being
made to a non-U.S. Person outside the United States and in accordance with Regulation S under the Securities
Act.
Any beneficial interest in a Regulation S Global Note that is transferred to a person who takes delivery in the form
of an interest in a Rule 144A Global Note will, upon transfer, cease to be an interest in such Regulation S Global
Note and become an interest in the Rule 144A Global Note, and, accordingly, will thereafter be subject to all
transfer restrictions and other procedures applicable to beneficial interests in a Rule 144A Global Note for as long
as it remains such an interest. Any beneficial interest in a Rule 144A Global Note that is transferred to a person
who takes delivery in the form of an interest in a Regulation S Global Note will, upon transfer, cease to be an
interest in a Rule 144A Global Note and become an interest in the Regulation S Global Note and, accordingly,
will thereafter be subject to all transfer restrictions and other procedures applicable to beneficial interests in a
Regulation S Global Note for so long as it remains such an interest. No service charge will be made for any
registration of transfer or exchange of Notes, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Except in the limited circumstances described below, owners of beneficial interests in Global Notes will not be
entitled to receive physical delivery of certificated Notes. The Notes are not issuable in bearer form.
Exchange of Global Note for Definitive Notes
Each Global Note will be exchangeable, free of charge to the holder, on or after its Exchange Date, in whole but
not in part, for Definitive Notes if either: (i) the Global Note is held (directly or indirectly) on behalf of DTC,
Euroclear, Clearstream, Luxembourg or an alternative clearing system and any such clearing system is closed for
business for a continuous period of 14 days or more (other than by reason of holiday, statutory or otherwise) or
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