ROCKALL CLO B.V. - Irish Stock Exchange

announces an intention to permanently cease business or does in fact do so or (ii) the Custodian notifies the
Issuer that it is at any time unwilling or unable to continue as Custodian or Depositary, as the case may be, and a
successor custodian or depositary, as the case may be, is not appointed within 90 days.
The Registrar will not register the transfer of, or exchange of interests in, a Global Note for Definitive Notes
during the period from (but excluding) the Record Date to (and including) the date for any payment of principal or
interest in respect of the Notes.
If only one of the Global Notes of any Class of Notes becomes exchangeable for Definitive Notes in accordance
with the above paragraphs, transfers of interests in the Notes may not take place between, on the one hand,
persons holding Definitive Notes issued in exchange for beneficial interests in such Global Note and, on the other
hand, persons wishing to purchase beneficial interests in the other Global Note.
"Exchange Date" means a day falling not less than 30 days after that on which the notice requiring exchange is
given and on which banks are open for business in the city in which the Specified Office of the Registrar and any
Transfer Agent is located.
Delivery of Definitive Notes
In such circumstances, the relevant Global Note shall be exchanged in full for Definitive Notes and the Issuer will,
at the cost of the Issuer (and against such indemnity as the Registrar or any relevant Transfer Agent may require
in respect of any tax or other duty of whatever nature which may be levied or imposed in connection with such
exchange), cause sufficient Definitive Notes to be executed and delivered to the Trustee for completion,
authentication and dispatch to the relevant Noteholders. A person having a beneficial interest in a Global Note
must provide to the Registrar (a) a written order containing instructions and such other information as the Issuer
and the Registrar may require to complete, execute and deliver such Definitive Notes and (b) in the case of the
Rule 144A Global Note only, a fully completed, signed certification substantially to the effect that the exchanging
holder is not transferring its interest at the time of such exchange or, in the case of simultaneous sale pursuant to
Rule 144A, a certification that the transfer is being made in compliance with the provisions of Rule 144A to a QIB
who is also a Qualified Purchaser. Definitive Notes issued in exchange for a beneficial interest in the Rule 144A
Global Note shall bear the legends applicable to transfers pursuant to Rule 144A, as set out under the section of
this Offering Circular headed "Transfer Restrictions".
Legends
The holder of a Definitive Note may transfer the Notes represented thereby in whole or in part in the applicable
Authorised Denomination by surrendering it at the Specified Office of the Registrar or any Transfer Agent,
together with the completed form of transfer thereof. Upon the transfer, exchange or replacement of a Definitive
Note bearing the legend referred to under the section of this Offering Circular headed "Transfer Restrictions", or
upon specific request for removal of the legend on a Definitive Note, the Issuer will deliver only Definitive Notes
that bear such legend, or will refuse to remove such legend, as the case may be, unless there is delivered to (i)
the Issuer and (ii) the Registrar such satisfactory evidence, which may include an opinion of counsel, as may
reasonably be required by the Issuer that neither the legend nor the restrictions on transfer set forth therein are
required to ensure compliance with the provisions of the Securities Act and the Investment Company Act.
Amendments to Terms and Conditions Each Global Note contains provisions that apply to the Notes that they
represent, some of which modify the effect of the conditions applicable to such notes in definitive form (see the
section of this Offering Circular headed "Terms and Conditions"). The following is a summary of those provisions:
●
Payments
Payments of principal and interest in respect of the Global Notes will be made on each occasion on
which a payment of interest (unless the Notes represented thereby do not bear interest) or principal is
made in respect of the relevant Global Note and the Registrar shall note the same in the Register and
cause the aggregate principal amount of the Notes represented by a Global Note to be decreased
accordingly in respect of payment of principal.
• Notices
So long as any Notes are represented by a Global Note and such Global Note is held on behalf of a
clearing system, notices to Noteholders may be given by delivery of the relevant notice to that clearing
system for communication by it to entitled account holders directly in substitution for delivery thereof as
required by the conditions of such Notes, provided that such notice is also made to the Company
Announcement Office of the Irish Stock Exchange for so long as such Notes are listed on the Irish Stock
Exchange and the rules of the Irish Stock Exchange so require.
• Prescription
Claims against the Issuer in respect of principal and interest on the Notes while the Notes are
represented by a Global Note will become void unless presented for payment within a period of
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