ROCKALL CLO B.V. - Irish Stock Exchange

Replacement of VF-1 Noteholders
In the event that any VF-1 Noteholder (a) charges to the Issuer increased costs in excess of those generally
charged pursuant to accepted market practice, (b) becomes incapable pursuant to the VF-1 Conditions of making
Advances at a time when market entities which are similar to the VF-1 Noteholders are making loans similar to
such Advances, (c) becomes a Defaulting VF-1 Noteholder or (d) suffers a ratings downgrade below certain
levels, the Issuer shall have the right, if no Transaction Default then exists, to replace such VF-1 Noteholder (the
"Replaced Noteholder") with one or more other Eligible Transferee or Eligible Transferees or other Person
reasonably acceptable to the VFN Agent, none of whom shall constitute a Defaulting VF-1 Noteholder at the time
of such replacement (a "Replacement Noteholder"); provided that (i) at the time of any replacement, the
Replacement Noteholder shall enter into one or more Assignment Agreements pursuant to which the
Replacement Noteholder shall acquire all of the VF-1 Commitments and outstanding Advances of the Replaced
Noteholder and, in connection therewith, shall pay to the Replaced Noteholder in respect thereof an amount
equal to the sum of (1) the principal of, and all accrued interest on, all outstanding Advances of the Replaced
Noteholder and (2) all accrued, but theretofore unpaid, fees owing to the Replaced Noteholder pursuant to the
VF-1 Conditions, and (ii) all obligations of the Issuer hereunder owing to the Replaced Noteholder (other than
those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is
concurrently being, paid) shall be paid in full by the Issuer to such Replaced Noteholder concurrently with such
replacement. Upon the execution (or deemed execution) of the respective Assignment Agreements, the payment
of amounts referred to in clauses (i) and (ii) above, the registration of the assignment on the VFN Register and, if
so requested by the Replacement Noteholder, delivery to the Replacement Noteholder of the appropriate VF-1
Notes executed by the Issuer, the Replacement Noteholder shall become a VF-1 Noteholder under the VF-1
Conditions and the Replaced Noteholder shall cease to constitute a VF-1 Noteholder, except with respect to
indemnification provisions applicable to the Replaced Noteholder under the VF-1 Conditions relating to the period
prior to the replacement, which shall survive as to such Replaced Noteholder.
Consequences of VF-1 Noteholder Ratings Downgrade
In the event that, while any VF-1 Commitment is in effect: (a) the short-term S&P issuer credit rating of any VF-1
Noteholder shall at any time be below "A-1" (or, in the case of a Conduit Noteholder, such Conduit Noteholder
does not have either (A) a short-term S&P issuer credit rating of "A-1+" or (B) a liquidity facility provider or
funding conduit acting as a committed lender whose short-term S&P issuer credit rating is at least "A-1") and
such VF-1 Noteholder's obligations are not guaranteed by entities with such ratings; or (b) the long-term Moody's
senior unsecured rating of any VF-1 Noteholder shall at any time be below "Baa1" (or, in the case of a Conduit
Noteholder, such Conduit Noteholder does not have a short-term Moody's rating of "P-1") and such VF-1
Noteholder's obligations are not guaranteed by entities with a short-term Moody's rating of "P-1" or a long-term
Moody's senior unsecured rating of at least A2, the Issuer may at its option upon at least ten Business Days'
notice to the VFN Agent and such VF-1 Noteholder, replace such VF-1 Noteholder.
Voting
Subject to the right of the Controlling Class to direct enforcement of the Transaction Documents against the
Collateral pursuant to the Intercreditor Arrangements and the subordination restrictions therein, if an Event of
Default (other than an Event of Default specified in paragraph (x) or (xi) of the definition of “Event of Default” in
the Base Conditions) occurs and is continuing all outstanding principal of the VF Notes and Notes together with
all premium and interest accrued thereon, shall be accelerated and shall be due and payable unless the VF
Noteholders and the Noteholders rescind the same pursuant to resolutions being passed at meetings of the VF
Noteholders and Noteholders, which the Controlling Class Agent shall procure are convened within 10 days of
the occurrence of such Event of Default (notwithstanding the notice of meetings provisions in the Base
Conditions or the VF-1 Conditions (if any)). If at any time there is a Majority Senior Holder, at any meeting at
which an Extraordinary Resolution is tabled, the majority of votes required to ensure that such Extraordinary
Resolution is passed shall be 90 per cent. of the aggregate Principal Amount Outstanding of the VF-1 Notes that
is (a) actually represented at such meeting and are entitled to be voted or (b) in the case of a Written Resolution,
entitled to be voted in respect of such Extraordinary Resolution.
Miscellaneous
The VF-1 Conditions include provisions for payments in respect of indemnities and other provisions dealing in the
matters commonly dealt with in loan agreements by banks in the United Kingdom.
For the purposes of this section of the Offering Circular the following terms have the following meanings:
"Advance" means a Euro Advance or an Optional Currency Advance, as the context may require.
"Applicable Margin" with respect to each VF-1 Noteholder, shall have the meaning set forth in its VF-1
Noteholder Fee Letter.
"Assignment Agreement" means the assignment and transfer agreement substantially in the form set out in
Annex 4 to the VF-1 Instrument.
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