ROCKALL CLO B.V. - Irish Stock Exchange

Closing Date will be required, by virtue of the fact the Notes initially will settle beyond such three
Business Day period, to specify an alternate settlement cycle at the time of any such trade to prevent a
failed settlement. Settlement procedures in other countries will vary. Purchasers of Notes may be
affected by such local settlement practices and purchasers of Notes who wish to trade Notes between
the date of pricing and the relevant Closing Date should consult their own adviser.
Definitive Notes
The Global Notes are exchangeable in whole but not in part for Definitive Notes in definitive form if and
only if Euroclear or Clearstream, Luxembourg (or any alternative clearing system on behalf of which the
Global Notes may be held) is closed for business for a continuous period of 14 days or more (other than
by reason of holidays, statutory or otherwise) or announces an intention permanently to cease business
or does in fact do so.
A person having an interest in a Rule 144A Global Note must provide the Registrar with a fully
completed, signed certification substantially to the effect that such person is not transferring its interest
at the time of such exchange or, in the case of a simultaneous sale pursuant to Rule 144A, a
certification that the transfer is being made in compliance with the provisions of Rule 144A.
Definitive Notes issued in exchange for interests in a Rule 144A Global Note representing beneficial
interests in a Rule 144A Global Note will bear the legends as set out in the section of this Offering
Circular headed "Transfer Restrictions". Definitive Notes issued in exchange for interests in a
Regulation S Global Note will bear the legends as set out in the section of this Offering Circular headed
"Transfer Restrictions".
5. Currency of Payments in respect of the Rule 144A Global Notes
Subject to the following paragraph, while interests in the Rule 144A Global Notes are held by a nominee
for DTC, all payments in respect of such Rule 144A Global Notes will be made in U.S. Dollars. As
determined by the Exchange Agent under the terms of the Agency Agreement, the amount of
U.S. Dollars payable in respect of any particular payment under the Rule 144A Global Notes will be
equal to the amount of Euro otherwise payable exchanged into U.S. Dollars at the Euro/U.S. Dollar rate
of exchange prevailing as at 12.00 p.m. on the Business Day prior to the relevant Payment Date, less
any costs incurred by the Exchange Agent for such conversion (to be shared pro rata among the holders
of the Rule 144A Global Notes accepting U.S. Dollar payments in proportion to their respective
holdings), all as set out in more detail in the Agency Agreement.
Notwithstanding the above, the holder of an interest through DTC in a Rule 144A Global Note may make
application to DTC to have a payment or payments under such Rule 144A Global Note made in Euro by
notifying the DTC Participant through which its Book-Entry Interest in the Note is held on or prior to the
tenth Business Day prior to the date of such payment of (a) such investor's election to receive payment
in Euro and (b) wire transfer instructions to an account entitled to receive the relevant payment. Such
DTC participant must notify DTC of such election and wire transfer instructions on or prior to the third
New York Business Day after the "Record Date" (being, in the case of payments only, the fifteenth day
prior to the due date for such payment) for any payment of interest and on or prior to the twelfth New
York Business Day prior to the payment of principal. DTC will notify the Registrar of such election and
wire transfer instructions on or prior to the fifth New York Business Day after the Record Date for any
payment of interest and on or prior to the tenth New York Business Day prior to the payment of principal.
If complete instructions are received by the DTC participant and forwarded by the DTC participant to
DTC and by DTC to the Registrar on or prior to such date, such investor will receive payments in Euro,
otherwise only U.S. Dollar payments will be made by the Registrar or the Principal Paying Agent. All
costs of such payment by wire transfer will be borne by holders of Book-Entry Interests receiving such
payments by deduction from such payments.
In this paragraph 5, "New York Business Day" means any day on which commercial banks and foreign
exchange markets settle payments in New York City.
6. General
The Issuer will not impose any fees in respect of the Notes; however, holders of Book-Entry Interests in
the Notes may incur fees normally payable in respect of the maintenance and operation of accounts in
Euroclear and Clearstream, Luxembourg.
Although the foregoing sets out a general summary of the procedures of Euroclear and Clearstream,
Luxembourg, in order to facilitate the transfers of interests in the Global Notes among participants of
Euroclear and Clearstream, Luxembourg, none of Euroclear or Clearstream, Luxembourg, are under
any obligation to perform or continue to perform such procedures, and such procedures may be
discontinued at any time.
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