ROCKALL CLO B.V. - Irish Stock Exchange

DESCRIPTION OF THE TERMS AND CONDITIONS OF THE VF-1 NOTES
The following is a summary of the terms and conditions of the VF-1 Notes (the "VF-1 Conditions") to be issued
by the Issuer on the Initial Closing Date. This summary should not be relied upon as an exhaustive description of
the detailed provisions of such VF-1 Conditions and is qualified in its entirety by the terms of the trust instrument
constituting the VF-1 Notes to be dated the Initial Closing Date between, among others, the Issuer, the Trustee,
the Security Trustee, the VFN Registrar and the VFN Agent (such trust instrument, together with the Master Trust
Deed, being the "VF-1 Instrument"). This section of the Offering Circular sets out, among other things, a
summary of the VF-1 Conditions and the role of the VFN Agent. Capitalised terms used but not defined below
have the meanings given to them in the Trust Deed. (Copies of the VF-1 Instrument are available from the office
of the VFN Agent specified in the VF-1 Instrument).
The issue of the VF-1 Notes was authorised by resolution of the Issuer’s Board of Managing Directors of the
Issuer dated 20 June 2006.
Commitment
Pursuant to the VF-1 Conditions, each VF-1 Noteholder, from the Initial Closing Date to the VF-1 Commitment
Termination Date, severally, but not jointly, agrees to make Advances to the Issuer equal to its Percentage of the
aggregate amount of any Increase requested by the Issuer from all VF-1 Noteholders. Each VF-1 Noteholder's
VF-1 Commitment and the amount thereof, together with its Percentage, will be set forth in the VFN Register held
by the VFN Registrar. Each Advance shall be denominated in Euros or an Optional Currency. Advances shall
be maintained as Interbank Rate Advances unless the Issuer at the direction of the Collateral Manager elects for
Advances to be provided by any Conduit Noteholder to bear interest at a rate per annum equal to the applicable
Cost of Funds Rate in effect from time to time, and provided further that if such Conduit Noteholder certifies in
writing to the Issuer that it is unable to fund such Advances at the Interbank Rate such Conduit Noteholder may
fund such Advance at the applicable Cost of Funds Rate in effect from time to time. The Issuer may from time to
time borrow, prepay, repay and re-borrow Advances pursuant to the VF-1 Commitments in accordance with the
VF-1 Conditions.
Advances
The obligations of the VF-1 Noteholders to make any Advance are subject to the satisfaction of each of the
certain conditions precedent, including:
(a)
(b)
(c)
(d)
all representations and warranties set forth in each of the Security Documents being true and correct in
all material respects;
no Transaction Default having occurred and been continuing;
the aggregate amount of all Advances outstanding and Advances requested to be made not exceeding
the Maximum Amount at such time (determined after giving effect to the receipt by the Issuer of the
proceeds of the requested Advance(s) and the use by the Issuer on such date of such proceeds); and
in the previous 30 days, the VF-1 Noteholders have funded fewer than five Increases.
In respect of each Increase, the VFN Registrar shall have to have received an Increase Request from (or on
behalf of) the Issuer no later than 2.00pm (London time) not less than three Business Days preceding the date of
the requested Advances. Each of the delivery of any such Increase Request and the acceptance by the Issuer of
the proceeds or other benefits of any Advance shall constitute a representation and warranty by the Issuer that
on the date of such request for an Advance, and immediately before and after giving effect to the application of
any proceeds of any Advances requested thereby, all statements set forth in respect of the above conditions
precedent are true and correct in all material respects.
Interest
The portion of each Advance that is made by a Conduit Noteholder which is funding its participation therein,
directly or indirectly, with Commercial Paper Notes shall, if such Conduit Noteholder has certified pursuant to VF-
1 Condition 2.1.1 that it is unable to fund such Advances at the Interbank rate, bear interest at a rate per annum
equal to the applicable Cost of Funds Rate in effect from time to time plus the Applicable Margin. The portion of
each Advance that is made either by a VF-1 Noteholder that is not a Conduit Noteholder or by a Conduit
Noteholder which is not funding its participation therein with Commercial Paper Notes shall bear interest during
each VF-1 Interest Period therefor at a rate per annum equal to the relevant Interbank Rate for such VF-1
Interest Period plus the Applicable Margin.
All overdue principal and, to the extent permitted by law, overdue interest in respect of each Advance and any
other overdue amount payable under the VF-1 Conditions shall bear interest at a rate per annum equal to the
interest rate then in effect, plus 1 per cent.
Interest shall accrue from and including the date of any Increase to but excluding the date of any repayment
thereof and interest shall be payable (i) in respect of each COF Advance, on each Monthly date, (ii) in respect of
each Interbank Rate Advance, on the last day of each VF-1 Interest Period applicable thereto and (iii) in respect
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